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EXHIBIT 10.2 LICENSE AGREEMENT This License
Agreement (“Agreement”) is made effective January 12,
2009 (the “Effective Date”), between Greg F. Johnson
and Kevin K Ketelsen, individuals residing in California, (together
“LICENSOR”) and Cellynx Inc., having a principal place
of business at 25910 Acero, Suite 370, Mission Viejo Ca.
92691 (“LICENSEE ”) (together the
“Parties”). Whereas, LICENSOR is the sole owner
of all right, title and interest to and in certain invention,
technology, know-how, skill, and patent appplication(s) referred to
as the LICENSOR’s Intellectual Property; Whereas,
LICENSEE desires to obtain a worldwide license for the Intellectual
Property and the rights described herein in the Market upon the
terms and conditions established herein; and Now, therefore,
in consideration of the premises and the promises and mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows.
1. DEFINITIONS.
1.1 "Licensed Product" shall mean any product
manufactured by LICENSEE, its Affiliates, or authorized
sub-LICENSEES as defined herein, in the Market and covered by,
which embodies, utilizes or is based upon the Patent Rights,
Technology Rights or Licensed Intellectual Property defined in this
Agreement. 1.2 "Patent Rights" shall mean
LICENSOR’s United States and foreign patent rights relating
to and/or claiming the benefit of priority to U.S. Patent Nos.
61/104,255, and 61/104,242, entitled “Antenna System having
Compact PIFA Resonator with Open Sections” and “Lowband
Antenna System with PIFA-fed Conductor”, respectively, and
including continuations, continuations-in-part, and divisions, and
all patents issuing which are based on such applications, and all
reissues, reexaminations, or extensions thereof, and patents and
patent applications on any improvements, advancements,
enhancements, modifications, revisions or developments that
reasonably relate to the Licensed Products and that are developed
by or for LICENSOR or LICENSEE. 1.3 "Technology
Rights" shall mean technical information and know-how, including
without limitation, trade secrets, designs, drawings, data,
products, inventions, specifications, manufacturing techniques and
any other information related to the Licensed Products and created
by or for LICENSOR and all improvements, advancements,
enhancements, modifications, revisions or developments that
reasonably relate to the Licensed Products, whether or not
patentable and regardless of who, as between the Parties, develops
it. 1.4 "Intellectual Property" shall include any
inventions, discoveries, developments, improvements, trade secrets,
designs, processes, technologies and other such items for which
Intellectual Property Rights may be secured.
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1.5 “Licensed Intellectual Property” shall
mean collectively the Patent Rights and Technology Rights granted
hereunder.
2. GRANT
OF LICENSE. 2.1 Global Scope. LICENSOR
hereby grants to LICENSEE and its Affiliates, to the extent that it
lawfully may, an exclusive license to manufacture, have
manufactured, use, import, offer to sell, and/or sell, lease,
distribute or otherwise commercially exploit the Licensed Product
throughout the World in the Market during the Term of this
Agreement.
2.2 Market. This License is
limited to the market (the “Market”) of Cellular
Telephone Repeater Products. This License grants
LICENSEE no rights to make, use or sell Licensed Products outside
of this limited market, including but not limited to, cellular
handsets or other portable wireless communication devices.
3. LICENSE
FEES, PAYMENTS AND REPORTS 3.1 License Terms and Fees.
The Parties agree that LICENSOR will be compensated for this
License in the form of a transfer of common stock of Cellynx Inc.
and a one-time payment of cash. LICENSEE represents and
warrants that the shares to be transferred to LICENSOR are shares
of Common Stock of LICENSEE and that the shares represent a portion
of the only issued and outstanding capital stock of LICENSEE.
Within 2 days from the Effective Date, LICENSEE will grant,
transfer, convey or direct the following: Greg F.
Johnson: Six thousand (6,000) shares of common stock of
Cellynx Inc., Kevin K. Ketelsen: two thousand (2,000) shares
of common stock of Cellynx Inc., and Greg F. Johnson will
receive one thousand dollars ($1,000 USD).
4. SUBLICENSING
4.1 LICENSEE may grant sublicenses under this
Agreement by entering into a written sublicense agreement that is
signed by and binding on the Sublicensee. Within 30 days
after the sublicense agreement has been signed by a Sublicensee,
LICENSEE will deliver a copy of that sublicense agreement to
LICENSOR. The sublicense agreement will: (i) require
that Sublicensee comply with Sections 3 and 5-10 of this Agreement;
and (ii) provide that upon any termination of this Agreement,
Sublicensee’s rights under agreements between LICENSEE and
Sublicensee will also terminate.
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5. MARKING
AND RELATED PATENT RIGHTS
5.1 Marking. LICENSEE will mark, and cause
its Affiliates or Sublicensee to mark, all Licensed Products with
patent right notices that will enable the Patent Rights to be
enforced to their full extent in any country where the Licensed
Products are made, used or sold. In the event that it is
not practicable to affix a patent marking onto the Licensed
Products directly, LICENSEE shall affix the patent marking onto
packaging containing Licensed Products and literature accompanying
the Licensed Products. 5.2 In the event
LICENSEE challenges, directly or indirectly, the right, title and
interest of LICENSOR in or to any of the Licensed Intellectual
Property or the validity to license granted herein, and if LICENSEE
fails to withdraw such challenge without reasonable justification
after thirty (30) days written notice from LICENSOR identifying the
specific challenge and/or challenges at issue, the LICENSOR may
terminate this Agreement immediately without liability to LICENSEE,
and may bring appropriate legal action in respect of any such
breach or challenge (as the case may be).
6. CONFIDENTIAL
INFORMATION 6.1 Confidential
Information. Neither Party will disclose the
Confidential Information of the other Party without prior written
consent of the disclosing party. “Confidential
Information” shall include, but not be limited to, all
information disclosed by either Party in the performance of this
Agreement and all extracts, notes, drawings, schematics,
correspondence and materials of any kind and nature related
thereto. Each Party will use the other party’s Confidential
Information solely for the purpose of exercising its rights under
this
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